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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Techniclone Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.001 per share
________________________________________________________________________________
(Title of Class of Securities)
878517309
_______________________________________________________________
(CUSIP Number)
Charles H. Winkler
Citadel Limited Partnership
225 West Washington Street
Suite 900
Chicago, IL 60606
(312) 696-2102
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 14, 1998
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 878517309 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN No.: 36-3754834
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 Reporting person has voting and dispositive power over
(i) shares of Common Stock as of the date for the
filing of this statement and (ii) 47,600 shares of
NUMBER OF Common Stock.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
See item 7 above
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
See item 7 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.14% as of the date for the filing of this statement. (Based on
27,669,614 shares of Common Stock issued and outstanding as of November
30, 1997, plus the Common Stock issuable upon the conversion of the
preferred stock referred to in item 7 above.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $.001
per share ("Common Stock"), of Techniclone Corporation ("Issuer") that are
issuable to Nelson Partners, Ltd., a Bermuda exempted general partnership
("Nelson"), and Olympus Securities, Ltd., a Bermuda corporation ("Olympus"),
upon conversion of Class B Preferred Stock, par value $1.00 per share
("Convertible Securities"). The principal executive offices of the Issuer are
located at 14282 Franklin Avenue, Tustin, California, 92780.
Item 2. Identity and Background
This Schedule 13D is being filed by Citadel Limited Partnership, an
Illinois limited partnership ("Citadel"). Citadel's principal business office is
located at 225 West Washington Street, 9th Floor, Chicago, Illinois 60606.
During the last five years, Citadel has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction pursuant to which Citadel either become subject to a decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or was found in
violation of federal or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Citadel is the managing general partner of Nelson and the trading
manager for Olympus. The funds used for purchases reported herein are from the
accounts of Nelson and Olympus. Citadel has no beneficial ownership interest in
any of the funds or other property of Nelson or Olympus, except for Citadel's
interest as a general partner of Nelson.
Item 4. Purpose of Transaction
The purchases reported herein were made as an investment. Citadel may,
in the future, recommend or make additional purchases or sales of the Issuer's
securities on behalf of Nelson or Olympus.
Citadel has no present plans or proposals which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Rule 13D-101 of the Securities and Exchange Commission. However,
Citadel reserves the right to adopt such plans or proposals, subject to
applicable regulatory requirements, if any.
Item 5. Interest in Securities of the Issuer
(a) By reason of its serving as managing general partner of Nelson and
trading manager of Olympus, Citadel may be deemed to be the
indirect beneficial owner of the Convertible Securities and the
shares of Common Stock into which the Convertible Securities are
convertible as well as any other Common Stock held by Nelson and
Olympus. As of the date for the filing of this statement, Nelson
and Olympus collectively owned Convertible Securities for which
they originally paid $1,700,000 ("Stated Value") as of December
29, 1995 ("Closing Date").
As of any date ("Conversion Date") all or a portion of the
Convertible Securities may be converted into a number of shares of
Common Stock determined by dividing the Stated Value of such
securities (plus an amount equal to 10% interest on the Stated
Value of such securities from the Closing Date) by a conversion
price ("Conversion Price"). The Conversion Price is equal to the
lesser of (i) $3.06875 ("Fixed Conversion Price") and (ii) the
product of a discount ("Discount") and the average of the closing
bid price (as reported on the National Market System) of the
Issuer's Common Stock for each of the five trading days
immediately preceding the Conversion Date. The discount is equal
to the sum of .85 and the difference between 1 and a fraction, the
numerator of which is the average of the closing bid price (as
reported on the National Market System) of the Issuer's Common
Stock for each of the five trading days immediately preceding the
Conversion Date. The Discount is equal to the sum of .85 and the
difference between 1 and a fraction, the numerator of which is the
average of the closing bid price of the Issuer's Common Stock for
each of the five trading days immediately preceding the Conversion
Date and the denominator of which is the average of the closing
bid price of the Issuer's Common Stock for each of the ten trading
days immediately preceding the Conversion Date; provided that the
Discount may not be greater than 1 nor less than .85.
As a result, if the Floating Conversion Price is less than the
Fixed Conversion Price, the Conversion Price will fluctuate
depending upon the closing bid price of the Issuer's Common Stock.
As a consequence, the number of shares of Common Stock into which
the Convertible Securities may be converted, and consequently the
number of shares of such securities which Citadel may be deemed to
beneficially own, may fluctuate on a daily basis based solely on
the Common Stock's market price and without any action taken by
Citadel, Nelson or Olympus.
Page 3 of 5 Pages
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As of the date for the filing of this statement, by virtue of its status
as the managing general partner of Nelson and the trading manager for
Olympus, Citadel may be deemed to be the beneficial owner of 1,496,229
shares of Common Stock representing 5.14% of the Issuer's Common Stock
(based on (i) 27,669,614 shares of Common Stock issued and outstanding as
reported in the Issuer's most recently filed Form 10-Q, (ii) a Conversion
Price equal to $1.4137, and (iii) 47,600 shares of Common Stock held by
Nelson and Olympus as of the date for the filing of this statement).
As of February 3, 1998, the Issuer, Nelson and Olympus entered into an
agreement pursuant to which the amount of Convertible Securities that may
be converted as of any date are restricted to an amount that would limit
the beneficial ownership of each of Nelson and Olympus, including their
affiliates, to 5% or less of the Common Stock then outstanding. The
agreement also provides for the waiver of such restriction by Nelson and
Olympus on not less than 61 days advance notice to the Company.
By virtue of the foregoing agreement and its status as the managing general
partner of Nelson and the trading manager for Olympus, Citadel cannot be
deemed to be the beneficial owner of more than 5% of the Common Stock on
and after February 3, 1998.
(b) Citadel has the sole power to vote and the sole power to dispose of the
Convertible Securities and the shares of Common Stock into which the
Convertible Securities are convertible on behalf of Nelson and Olympus.
(c) No transactions with respect to the Issuer's common stock have been
effected during the 60-day period ending January 13, 1998 except as set out
below:
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- --------- -----
January 9, 1998 Olympus Sell 4,500 $1.36
January 9, 1998 Nelson Sell 10,500 $1.36
(d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities and Common Stock held by them, have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Convertible Securities and Common Stock into
which the Convertible Securities are convertible and Common Stock held by
them. However, Citadel, as managing general partner of Nelson and trading
manager for Olympus, ultimately has the right to direct such activities.
(e) As of the date for the filing of this statement, as a result of the
agreement referred to above, Nelson and Olympus collectively own no more
than 5% of the Issuer's Common Stock. As a consequence, from and after such
date Citadel shall not be deemed to be the beneficial owner of more than 5%
of the Issuer's Common Stock.
Item 6. Contract, Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
Nelson and Olympus have the right to receive any dividends from and the
proceeds from the sale of the Convertible Securities and Common Stock into which
the Convertible Securities are convertible and Common Stock held by them. As
described in Item 3 above, Citadel is the managing general partner of Nelson and
the trading manager for Olympus. As a result, Citadel has the power to vote and
dispose of the Convertible Securities and Common Stock into which the
Convertible Securities and Common Stock held by Nelson and Olympus.
Item 7 Material to Be Filed as Exhibits
No exhibits are required to be filed as part of this Schedule 13D.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 2, 1998 Citadel Limited Partnership
By: GLB Partners, L.P.,
its general partner
By: Citadel Investment Group, L.L.C.,
its general partner
By: /s/ Kenneth C. Griffin,
-----------------------
Kenneth C. Griffin
its manager